French Commercial code
In forceI.-Notwithstanding the provisions of Article R. 225-86, in companies whose shares are admitted to trading on a regulated market or to the operations of a central depository, the right to participate in General Meetings is evidenced by the registration of the shares in an account in the name of the shareholder or of the intermediary registered on his behalf pursuant to the seventh paragraph of Article L. 228-1, by midnight (Paris time) on the second business day preceding the General Meeting, either in the registered share accounts held by the company or in the bearer share accounts held by an intermediary referred to in Article L. 211-3 of the French Monetary and Financial Code, or, where applicable, in a shared electronic recording system pursuant to Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot scheme for market infrastructures based on distributed ledger technology and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU.
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II.The registration of securities in bearer securities accounts held by an intermediary referred to in Article L. 211-3 of the Monetary and Financial Code or in a shared electronic registration system pursuant to Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot scheme for market infrastructures based on distributed ledger technology, and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU is evidenced by a certificate of participation issued by this intermediary or, by the "DLT market infrastructure" within the meaning of the aforementioned Regulation (EU) 2022/858, where applicable by electronic means under the conditions provided for in Article R. 225-61, attached to the postal voting form, proxy form or request for admission card drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary. A certificate is also issued to any shareholder wishing to attend the meeting in person and who has not received an admission card by midnight (Paris time) on the second business day prior to the meeting.
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III -When a shareholder has already cast a postal vote, sent a proxy or requested an admission card or a certificate of participation in accordance with the conditions set out in the last sentence of section II, he/she may no longer choose another method of participating in the Meeting, unless otherwise provided for in the Articles of Association.
IV -A shareholder who has already cast a postal vote, sent in a proxy or requested an admission card or certificate of attendance in accordance with the conditions set out in the last sentence of section II may transfer all or some of his shares at any time.
However, if the transfer of ownership occurs after the shareholder has sent in his proxy or requested an admission card or certificate of attendance in accordance with the conditions set out in the last sentence of section II, he may transfer all or some of his shares at any time.
However, if the transfer of ownership takes place before midnight (Paris time) on the second business day prior to the Meeting, the Company will invalidate or amend, as appropriate, the postal vote, the proxy form, the admission card or the certificate of attendance. To this end, the intermediary mentioned in Article L. 211-3 of the Monetary and Financial Code or, where applicable, the DLT market infrastructure when acting in accordance with Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot scheme for market infrastructures based on distributed ledger technology and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU, shall notify the company or its agent of the transfer of ownership and provide it with the necessary information.
No transfer of ownership carried out after the second business day preceding the meeting at zero hours, Paris time, regardless of the means used, shall be notified by the intermediary mentioned in Article L. 211-3 of the Monetary and Financial Code or taken into consideration by the company, notwithstanding any agreement to the contrary.
